Terms and Conditions of Service

1.1 These Terms and Conditions ("Terms") govern your access to and use of the MyShifts.ai platform, applications, websites and related services (together, the "Service").

1.2 The Service is provided by Srini.AI, a company registered in England and Wales under company number [COMPANY NUMBER], whose registered office is at [REGISTERED ADDRESS] ("we", "us", "our", or "MyShifts").

1.3 By creating an account, clicking "I agree" (or similar), or otherwise accessing or using the Service, you confirm that you accept these Terms and agree to be bound by them. If you are entering into these Terms on behalf of a company or other organisation, you confirm that you have authority to bind that organisation, and "you" and "Customer" refer to that organisation.

1.4 If you do not agree to these Terms, you must not access or use the Service.

1.5 These Terms incorporate by reference our Privacy Policy. Our Acceptable Use Policy, Cookie Policy, Data Processing Addendum, and Partner Programme Terms are referenced throughout these Terms and are being finalised as separate published documents; until each is published, the relevant obligations described in these Terms (see clauses 10, 12, and the "Related policies" section below) apply directly.

3.1 To use the Service you must be at least 18 years old and capable of forming a binding contract.

3.2 You must provide accurate, current and complete information when registering and keep it up to date.

3.3 You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account. You must notify us promptly at support@myshifts.ai of any unauthorised access or use.

3.4 You are responsible for your Authorised Users' compliance with these Terms and for all acts and omissions of your Authorised Users.

3.5 We may offer additional security features (such as passcode, biometric, or multi-factor authentication). Where these are made available, we recommend you enable them; you remain responsible for account security.

4.1 The Service provides AI-assisted workforce scheduling and related features, which may include (depending on your plan): shift creation and management, staff rota generation, time and attendance, location/GPS-based clock-in features, reporting, an employee-facing mobile application, and integrations with third-party services.

4.2 We may improve, modify, add, or remove features of the Service from time to time. We will not materially reduce the core functionality of a Paid Plan you are paying for during your current Subscription Term without giving you reasonable prior notice and, where clause 8 applies, the right to cancel.

4.3 Certain features (for example, AI schedule generation or advanced analytics) may be available only on specified plans or as paid add-ons, as indicated on our pricing page.

4.4 Where the Service offers GPS or location-based features, use of those features is subject to the choices and consents configured by the Customer and its Authorised Users. The Customer is responsible for ensuring it has a lawful basis and appropriate transparency and consents in place for any collection of staff location data (see clause 12).

5.1 Plan tiers. The Service is offered across multiple tiers, which may include a limited Free Tier and paid tiers as set out on our pricing page. The features, usage limits, and pricing of each tier are set out at myshifts.ai/pricing, which forms part of these Terms.

5.2 Free trial — limited period. New Customers receive full access to the Essentials plan free of charge for 14 days ("Free Period") from the date of sign-up, to allow you to evaluate the Service.

5.3 What happens when the Free Period ends. Before the Free Period ends, we will notify you by email (see clause 5.7). At the end of the Free Period:

Unless you cancel before the Free Period ends, your account will automatically convert to a paid subscription to the plan you signed up to trial, and the applicable Fees will become payable using the payment details you provided at sign-up. You can cancel at any time during the Free Period through your account's billing settings at no charge.

5.4 One Free Tier per customer. The Free Tier is limited to one per Customer/organisation. We may refuse or withdraw Free Tier access where we reasonably suspect abuse (for example, repeated sign-ups to avoid Fees).

5.5 We may change or withdraw the Free Tier for new sign-ups at any time. Changes will not retroactively shorten a Free Period already granted to you.

5.6 Pre-contract information. Before you commit to any Paid Plan or any conversion from the Free Period to paid, we will make clear to you: the price and billing frequency; what happens at the end of the free trial; how and when the subscription renews; and how to cancel.

5.7 Reminders. Before your Free Period converts to a paid subscription, and before any auto-renewal of a subscription of 12 months or longer, we will send you a reminder by email in good time before the conversion or renewal date, so that you can cancel if you wish. (This reflects the pre-contract information, reminder, and cooling-off requirements expected under the UK Digital Markets, Competition and Consumers Act 2024 subscription regime, and good practice under existing consumer law.)

6.1 Fees. Fees for Paid Plans are as stated on our pricing page or in your Order, and are stated exclusive of VAT. VAT will be added at the applicable rate at checkout where chargeable.

6.2 Payment methods. We accept payment through our third-party payment providers, Stripe and GoCardless. By providing payment details, you authorise us and our payment providers to charge the applicable Fees to your chosen payment method. Your use of a payment provider may be subject to that provider's own terms.

6.3 Billing cycle. Unless otherwise stated in your Order, Fees are billed in advance on a recurring monthly basis for the Subscription Term you select.

6.4 Auto-renewal. Unless you cancel in accordance with clause 9, your subscription will automatically renew at the end of each Subscription Term for a further term of the same length, at the then-current Fees, and we will charge your payment method accordingly. We will notify you in advance of renewal in accordance with clause 5.7 where applicable.

6.5 Failed payments. If a payment fails, we may retry the charge and/or suspend or downgrade your access until payment is made. You remain liable for Fees accrued.

6.6 Late payment (business customers). For Customers who are not Consumers, we may charge interest on overdue amounts at 4% per annum above the Bank of England base rate and/or the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998.

6.7 Taxes. You are responsible for all taxes, duties and similar charges associated with your subscription, other than taxes on our income.

6.8 No obligation to refund except as required by law or clause 9. Except where these Terms or applicable law provide otherwise, Fees are non-refundable and there are no refunds or credits for partial periods, downgrades, or unused features.

7.1 Upgrades. You may upgrade to a higher tier or add paid add-ons at any time through your account's billing settings. Upgrades take effect immediately, and we will charge the difference in Fees on a pro-rata basis for the remainder of the current billing cycle.

7.2 Downgrades. You may downgrade to a lower tier. Unless we state otherwise, downgrades take effect at the start of your next billing cycle, and you will retain access to your current tier until then. Downgrading may reduce features and usage limits and may result in loss of access to certain data or functionality — you are responsible for exporting any data you need before a downgrade takes effect.

7.3 Add-ons. Paid add-ons (such as AI schedule generation) are billed in addition to your base plan and follow the same billing cycle unless stated otherwise.

7.4 Effect on data. Changing plans may change your storage, retention, or feature entitlements. We are not liable for loss of access to features or data that results from a change you initiate, provided we made the effect reasonably clear before you confirmed the change.

8.1 We may change our plans, features, and Fees. We may change the composition of our plans, the features included, usage limits, and the Fees from time to time.

8.2 Notice of Fee changes. We will give you at least 30 days' notice of any increase to the recurring Fees applicable to your subscription. A Fee change will take effect at the start of your next renewal following the notice period.

8.3 Your right to cancel on a material change. If we (a) increase your recurring Fees, or (b) make a change to the Service that materially reduces the core functionality you are paying for, you may cancel your subscription before the change takes effect by notifying us, and you will not be charged the increased Fee or bound by the reduced service for a period you have already paid for. Continuing to use the Service after the change takes effect constitutes acceptance of the change.

8.4 Changes required to comply with law, or that are minor and do not materially disadvantage you, may take effect without the cancellation right in clause 8.3.

9.1 Term. These Terms apply from when you first access the Service until your Account is closed or the subscription ends.

9.2 How to cancel. You may cancel your subscription at any time through your account's billing settings, or by emailing legal@myshifts.ai. Cancellation stops the next renewal. Unless you are exercising a statutory cancellation right (clause 9.4) or clause 8.3 applies, cancellation takes effect at the end of your current paid Subscription Term, and you will retain access until then. We do not provide pro-rata refunds for the remainder of a term you have already paid for, except as required by law.

9.3 Easy exit. Cancellation will not require you to take any unreasonable or unnecessary steps, and where you subscribed online you will be able to cancel online.

9.4 Consumer cooling-off period. If you are a Consumer, you have a legal right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 to cancel within 14 days of entering into the contract, without giving a reason. However:

• if you asked us to start providing the Service during the cancellation period and you acknowledged that you would lose your right to cancel once the Service is fully performed, you lose the right to cancel once the Service is fully performed; and
• if you asked us to start during the cancellation period and then cancel, you must pay for the Service supplied up to the point you told us you wanted to cancel, on a pro-rata basis.

To exercise the right, tell us clearly (for example by email to legal@myshifts.ai) before the 14 days expire.

9.5 Additional cooling-off rights (subscription regime). Where and when the UK subscription contracts regime under the Digital Markets, Competition and Consumers Act 2024 is in force and applies to you as a Consumer, you may also have the right to cancel within 14 days of becoming liable for a renewal payment (for example, when your Free Period converts to paid, or at the start of a new annual term, if we offer one). We will honour any such rights that apply.

9.6 Effect of cancellation. On cancellation or expiry, your right to access the Service ends. We will handle your Customer Data in accordance with clause 13.

11.1 Our IP. We and our licensors own all intellectual property rights in the Service, including its software, design, and branding. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service during your subscription, solely for your internal business purposes and in accordance with these Terms.

11.2 Your data. You retain all rights in your Customer Data. You grant us a licence to host, process, and use Customer Data to the extent necessary to provide and improve the Service, and as set out in our Privacy Policy.

11.3 Feedback. If you give us feedback or suggestions, we may use them without restriction or obligation to you.

11.4 AI-generated output. Schedules, recommendations, and other outputs generated by AI features are provided to assist you. You are responsible for reviewing them before relying on or acting on them. We do not warrant that AI-generated output is error-free or suitable for a particular purpose.

12.1 We process personal data in accordance with the UK GDPR, the Data Protection Act 2018, and our Privacy Policy.

12.2 Roles. For personal data relating to the Customer's staff and Authorised Users that the Customer processes through the Service, the Customer is the data controller and we act as data processor on the Customer's behalf. A standalone Data Processing Addendum setting out controller/processor terms in full is in preparation; until published, this clause 12 governs that relationship and is incorporated into these Terms.

12.3 Customer responsibilities. The Customer is responsible for ensuring it has a lawful basis, and provides appropriate notices and (where required) obtains consents, for all Customer Data it processes through the Service — in particular for any location/GPS data, biometric data, or other sensitive information relating to staff.

12.4 Sub-processors and security. We use appropriate technical and organisational measures to protect Customer Data, and engage sub-processors (such as hosting and payment providers) as described in our Privacy Policy.

12.5 International transfers. Where personal data is transferred outside the UK, we ensure an appropriate safeguard (such as the UK International Data Transfer Agreement / Addendum) is in place.

13.1 During your subscription you can access and export your Customer Data using the tools we provide.

13.2 On cancellation or expiry, we will retain your Customer Data for a period of 30 days to allow reactivation and export, after which we may delete it, unless a longer period is required by law or agreed with you.

13.3 We recommend you export any data you need before cancelling or downgrading, as some data may become inaccessible when your plan changes.

14.1 We aim to make the Service available with high reliability but do not guarantee uninterrupted or error-free operation. Planned maintenance and factors outside our control may affect availability.

14.2 Any service level commitments (uptime, support response times) that apply to your plan are set out in the applicable Service Level Agreement, where one is offered for your plan.

14.3 To Consumers: nothing in these Terms affects your statutory rights, including that services will be provided with reasonable care and skill under the Consumer Rights Act 2015.

14.4 To business Customers: except as expressly stated, the Service is provided "as is" and we exclude all warranties, conditions and terms implied by statute or common law to the fullest extent permitted by law.

15.1 We may suspend or restrict your access to the Service (in whole or in part) where: (a) you fail to pay Fees when due; (b) we reasonably believe you are in material breach of these Terms or clause 10 (Acceptable Use); (c) suspension is necessary for security, legal, or operational reasons.

15.2 Where practicable and lawful, we will give you notice before suspension and an opportunity to remedy the issue.

15.3 We may terminate these Terms and your Account on notice for material breach that is not remedied within 14 days, or immediately where the breach is incapable of remedy or where required by law.

15.4 You may terminate by cancelling your subscription and closing your Account in accordance with clause 9.

16.1 Nothing in these Terms limits or excludes either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be limited or excluded by law.

16.2 To Consumers: we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our failure to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. We do not exclude or limit your statutory rights.

16.3 To business Customers, subject to clause 16.1:

• we are not liable for loss of profits, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss; and
• our total aggregate liability arising out of or in connection with these Terms in any 12-month period is limited to the greater of the total Fees paid by you in the 12 months before the claim, or £5,000.

16.4 You are responsible for maintaining your own records and backups of critical data; our liability for loss of Customer Data is limited as set out in this clause, and we recommend you keep independent copies of any data you cannot afford to lose.

19.1 We may update these Terms from time to time. If we make a material change, we will give you reasonable notice (for example, by email or in-app notice) before it takes effect.

19.2 For changes that materially affect your rights or the Fees, clause 8.3 (right to cancel) applies. Your continued use of the Service after a change takes effect constitutes acceptance of the updated Terms. If you do not accept a change, your remedy is to stop using the Service and cancel in accordance with clause 9.

20.1 Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control.

20.2 Assignment. You may not assign or transfer these Terms without our consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets, on notice to you.

20.3 Third parties. Except where stated, no one other than a party to these Terms has any right to enforce them under the Contracts (Rights of Third Parties) Act 1999.

20.4 Entire agreement. These Terms, together with our Privacy Policy and your Order, are the entire agreement between us regarding the Service.

20.5 Severability. If any provision is found unenforceable, the remaining provisions continue in full force.

20.6 Waiver. A failure to enforce a right is not a waiver of it.

20.7 Notices. Notices to us should be sent to legal@myshifts.ai. Notices to you may be sent to the email address on your Account.

21.1 These Terms and any dispute arising out of them are governed by the law of England and Wales.

21.2 The courts of England and Wales have exclusive jurisdiction, except that if you are a Consumer resident elsewhere in the UK, you may bring proceedings in the courts of your home nation and benefit from any mandatory protections of the law there.